SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2011
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda
(State or other jurisdiction
of incorporation)
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001-31909
(Commission
File Number)
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Not Applicable
(I.R.S.
Identification No.)
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Maxwell Roberts Building
1 Church Street
Hamilton HM 11
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (
441) 295-8201
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3 and 4, 2011, the Compensation Committee approved bonus compensation, and equity
awards for certain executive officers under the Amended 2003 Share Incentive Plan, as amended (the
Plan), with a grant date of February 9, 2011 (being the day on which our close period ends
following the release of our earnings). The Compensation Committee based its decisions on a review
of personal performance and the performance of the Company in the past year. The Company intends to
provide additional information regarding the compensation awarded to the Named Executive Officers
in respect of and during the year ended December 31, 2010 in its annual report on Form 10-K for
such period.
The Compensation Committee approved the following compensation with respect to the Companys
Named Executive Officers:
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Value of 2011
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Performance Share
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2010
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Grant
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Bonus (1)
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2011 Salary (2)
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under the Plan (4)
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Christopher OKane
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$
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881,106
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$
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822,847
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(3)
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$
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2,500,000
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Richard Houghton
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$
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367,126
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$
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577,163
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(3)
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$
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750,000
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Julian Cusack
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$
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333,893
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$
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577,163
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(3)
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$
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700,000
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Brian Boornazian
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$
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540,000
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$
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540,000
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$
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750,000
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James Few
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$
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437,000
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$
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515,000
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$
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750,000
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(1)
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The 2010 bonus amounts for each of Messrs. OKane, Houghton and Cusack will be paid in
British Pounds and have been converted to U.S. dollars using the conversion rate of $1.5458 to £1,
the average rate of exchange for the year ended December 31, 2010.
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(2)
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Effective April 1, 2011
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(3)
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The 2011 salary for each of Messrs. OKane, Houghton and Cusack will be paid
in British Pounds. To provide comparability, we have converted such amounts to U.S. dollars using
the conversion rate of 1.5599 to £1 (which is the January 2011 monthly average
conversion rate). Twenty percent of Mr. Cusacks salary is paid in U.S. dollars.
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(4)
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The number of performance shares to be granted will be determined by dividing the
aggregate dollar value in such column by the average of the high and low of the Companys share
price on February 9, 2011, which is the grant date and the date on which our close period ends. To
achieve the value stated above of these performance shares, this assumes that the Company will
achieve the relevant ROE test for 100% vesting for each of the three-year period. The value of
such performance shares to the recipient will vary upwards or downwards depending on the actual ROE
performance in each year.
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2011 Performance Shares.
The performance shares will be subject to a three-year vesting period
with a separate annual Return on Equity (ROE) test for each year. One-third of the grant will be
eligible for vesting each year based on a formula, and will only be issuable at the end of the
three-year period. If the ROE achieved in 2011 is less than 6%, then the portion of the performance
shares subject to the vesting conditions in such year will be forfeited (i.e. 33.33% of the initial
grant). If the ROE achieved in 2011 is between 6% and 11%, then the percentage of the performance
shares eligible for vesting will be between 10% and 100% on a straight-line basis. If the ROE
achieved in 2011 is between 11% and 21%, then the percentage of the performance shares eligible for
vesting will be between 100% and 200% on a straight-line basis. The Compensation Committee will
determine the vesting conditions for the 2012 and 2013 portions of the grant in such years taking
into consideration the market conditions and the Companys business plans at the commencement of
the years concerned. Notwithstanding the vesting criteria for each given year, if in any given
year, the shares eligible for vesting are greater than 100% for the portion of such years grant
and
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the average ROE over such year and the preceding year is less than the average of the minimum
vesting thresholds for such year and the preceding year, then only 100% (and no more) of the shares
that are eligible for vesting in such year shall vest. If the average ROE over the two years is
greater than the average of the minimum vesting thresholds for such year and the preceding year,
then there will be no diminution in vesting and the shares eligible for vesting in such year will
vest in accordance with the vesting schedule without regard to the average ROE over the two-year
period.
The summary above of the material terms of the 2011 Performance Shares is
qualified by the actual terms of the 2011 Performance Share Award Agreement, which is expected to
be attached as an exhibit to the Companys quarterly report on Form 10-Q for the period ending
March 31, 2011.
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